Partner to Invest in Transition Economies from Morocco to Mongolia Stockholm October 22nd 2014

Contents Part I: Overview of EBRD Part II: EBRD’s Co-investment Opportunities Part III: EBRD’s Equity Participation Fund 10/22/2014

EBRD – Investing from Morocco to Mongolia 2013 Population 612 mn 2013 Nominal GDP USD 5,417 bn Countries of Operation Central Europe & Baltics South eastern Europe Eastern Europe & Caucasus Central Asia SEMED1 Russia Turkey Cyprus Croatia Estonia Hungary Latvia Lithuania Poland Slovak Republic Slovenia Albania Bosnia and Herzegovina Bulgaria FYR Macedonia Kosovo Montenegro Romania Serbia Armenia Azerbaijan Belarus Georgia Moldova Ukraine Kazakhstan Kyrgyz Republic Mongolia Tajikistan Turkmenistan Uzbekistan Egypt Jordan Morocco Tunisia Russian Federation Turkey 1 SEMED: Southern and eastern Mediterranean region 10/22/2014

Key Areas of Business At a Glance Number of projects (since 1991) 4,088 Cumulative business volume €92.1 billion Portfolio €37.8 billion Cumulative Equity Investments €10 billion Portfolio by Region Portfolio by Sector Portfolio by Product Data as of Sept 2014 (*) SEMED region (North Africa): Tunisia, Egypt, Morocco, Jordan (**) ICA: Includes Agribusiness, Property & Tourism, Manufacturing & Services and Information & Communication Technology 10/22/2014

EBRD Activities in North Africa At a Glance Number of projects: 44 (since 2012) Portfolio: €1,218 million Countries of Operations: Egypt, Morocco, Tunisia, Jordan Cumulative disbursements: €464 million Equity Investments: €105 million 10/22/2014

Contents Part I: Overview of EBRD Part II: EBRD’s Co-investment Opportunities Part III: EBRD’s proposed Equity Participation Fund 10/22/2014

Unique Investment Opportunities EBRD: a credible intermediary Achieves market returns while mitigating risk IRR of 18% with 2.1x gross multiple for 90 realised direct equity investments since 1992* Future Growth of the Region Untapped potential for production growth and development of local entrepreneur base Continued growth of middle income class Financing Gap for Equity Limited investments from international institutional investors Limited access through traditional mechanisms (*) Direct Equity Investments over EUR 10m since the inception of EBRD since 1992 10/22/2014

Unique value proposition of partnering with IFIs 1 Risk mitigation Unique position through EBRD’s special preferred creditor status, favourable tax treatment, policy role, political connections, transition mandate and historical presence within the Countries of Operation Exclusive privileges and immunities Origination capabilities EBRD’s ‘Global Sponsor’ programme provides access to inroads into the region while being supported by a knowledgeable and protected partner Access to local sponsors, government led deals (eg privatisations) and FDI sponsors Being both a creditor and equity provider creates multiple sources of proprietary deals The Bank acts as Limited Partner in a portfolio of private equity funds, providing deal exposure through co-investments alongside high quality managers Target region understanding Heavy involvement in areas including banking systems reform, liberalisation of prices, privatisation (legalisation and policy dialogue) and creation of legal frameworks Unique ability to apply deal-making experience in specific sectors to different countries as they progress through the transition process Influential minority investor As an IFI with strong local presence, political affiliations and local knowledge, EBRD has a strong influence on the investees even if it invests as a minority shareholder. This resulted in active co-investments with leading global strategic investors Influence on corporate governance via board nominee director who are appointed to create shareholder value 2 3 4 10/22/2014

Multiple ways of co-investing with EBRD Co-investment in Direct Equity Deals Partnership with global strategic investors, private equity firms and other international financial institutions to co-invest in various sectors Direct equity investments by sovereign wealth funds and large pension funds in EBRD’s region have been limited due to perceived political and economical risks, and small investment size required in the investees in the region Co-investment in Equity Funds The largest Limited Partner in private equity in the region Invested in more than 170 private equity funds, together with more than 1,300 limited partners to date, including sovereign wealth funds and pension funds Investments often lead to co-investments in direct equity transactions Co-investment in Portfolio Investment Equity Participation Fund aimed at attracting long-term large institutional investors Investors benefit from unique EBRD governance, investment standards and reputation and financial and political risk mitigation Provides large size (€50 mill+), diversified investment opportunity to large institutional investors In addition the EBRD is a natural venue for co-investment in long term project loans 10/22/2014

Contents Part I: Overview of EBRD Part II: EBRD’s Co-investment in Equity Part III: EBRD’s proposed Equity Participation Fund 10/22/2014

Outline of the Equity Participation Fund Innovative fund structure Target size EUR 750 million - 1 billion Target number of investments Around 50, depending on average investment size Expected investment size EUR 10-100 million Expected Fund return Portfolio return of 15% IRR Participation ratio 30% - The EBRD will retain 70% of the risk of all the equity investments Underlying Investments The Fund will acquire an indirect economic interest in all Eligible Direct Equity Investments made by the EBRD through Equity Return Swaps Fund term 12 years from the First Closing Date Fund structure English Limited Partnership Carried interest None Highly Innovative, efficient investment opportunity, not provided by existing PE Market 10/22/2014

EBRD investee companies Equity Participation Fund Proposed Fund legal structure Traditional fund structure under the EBRD umbrella Structural outline: English Limited Partnership to be established (the “Fund”) Investors are admitted as Limited Partners adhering to the terms of the Fund General Partner (GP) will be an English limited liability company (GPCo), owned 100% by a third party administrator GP appoints EBRD as the Fund Manager through a Management Agreement The Fund buys an Equity Return Swap (“ERS”) from EBRD in respect of each eligible EBRD equity investment (ERS = participation rate x cost of the EBRD’s equity investment) A fixed allocation ratio will be followed for Eligible Investments in Equity with 30% of investment risk allocated to the Fund. EBRD will retain 70% of the investment risk In the Fund structure investors are passive and follow the EBRD investment process EBRD investee companies 30% of underlying EBRD investments 70% of underlying investments will be retained by EBRD Equity Return Swaps Equity Participation Fund General Partner (GPCo) Investors (Limited Partners) 10/22/2014

Partnering with global institutional investors The EBRD Equity Participation Fund will enable global institutional investors to participate in the EBRD’s direct equity investment portfolio and strategy and benefit from: Geographic and sector diversification Long-term capital growth and return opportunity in line with market benchmarks Robust track record of 23 years Adherence to the highest ESG standards Unique access to a universe of both public (pre-privatisation) and private companies EBRD’s strong local presence and knowledge in all 35 countries of investments Risk mitigation provided by EBRD’s stringent internal processes and its privileges and immunities Low-cost intermediation (cost sharing management fee, no carried interest) Opportunity to invest in the growth potential across the EBRD Countries of Operation which is not accessible via public markets or traditional private equity funds 10/22/2014

Conclusion Financial markets are undergoing a deep transformation Deleveraging, de-risking, changes in regulatory landscape In that process there are gaps in financing the real economy Need for long term, patient, equity capital Development banks that behave under market principles with local presence can fill that gap By further using their risk absorption capacity and reputation By facilitating and intermediating transformational investment and mobilising Institutional Investor Capital Opportunity for a Public - Public partnership for private sector development 10/22/2014

Contact Details Manfred Schepers, Senior Advisor schepers@ebrd.com +44 20 7338 7000 Institutional Investment Partnerships Jung Hwa Oh, Associate Banker ohj@ebrd.com +44 20 7338 6342 EBRD Headquarters: +44 20 7338 6000 10/22/2014